Evan D. Kearns - 17 Dec 2025 Form 4 Insider Report for Cogent Biosciences, Inc. (COGT)

Reporting relationship: Chief Legal Officer
Issuer ticker: COGT
Reported as of: 17 Dec 2025
Net transaction value: -$4,954,999
SEC form: 4
Accepted by SEC: 19 Dec 2025, 16:01:06 UTC
Prior SEC filing: 27 Jan 2025
Next SEC filing: 30 Dec 2025
Source filing: View source filing
Reporting owner signature: /s/ Evan D. Kearns

Key filing fact

Evan D. Kearns filed Form 4 for Cogent Biosciences, Inc. (COGT) on 19 Dec 2025.

Key facts

This page summarizes Evan D. Kearns's Form 4 filing for Cogent Biosciences, Inc. (COGT).
4 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 19 Dec 2025, 16:01.

Change

Previous filing in this sequence was filed on 27 Jan 2025.
Current net transaction value: -$4,954,999.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001745285 Primary reporting owner

Kearns Evan

Relationship: Chief Legal Officer
Address: C/O COGENT BIOSCIENCES, INC., 275 WYMAN STREET, 3RD FLOOR, WALTHAM
Signature: /s/ Evan D. Kearns
Signature date: 19 Dec 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

COGT transaction

Common Stock

Award

Transaction value: $0
Shares: +40,000
Change %
Price: $0.000000
Shares after: 40,000
Date: 17 Dec 2025
Ownership: Direct
Footnotes: F1

COGT transaction

Common Stock

Award

Transaction value: $0
Shares: +260,000
Change %: +650%
Price: $0.000000
Shares after: 300,000
Date: 17 Dec 2025
Ownership: Direct
Footnotes: F2

COGT transaction

Common Stock

Tax liability

Transaction value: $4,954,999
Shares: -125,602
Change %: -42%
Price: $39.45
Shares after: 174,398
Date: 17 Dec 2025
Ownership: Direct
Footnotes: F3, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

COGT transaction Derivative

Stock Option (Right to Buy)

Award

Transaction value: $0
Shares: +55,000
Change %
Price: $0.000000
Shares after: 55,000
Date: 17 Dec 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 55,000
Exercise price: $39.45
Footnotes: F5

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

Award of Restricted Stock Units ("RSUs") under the Issuer's 2018 Stock Option and Incentive Plan. The RSUs shall vest with respect to 1/4th of the underlying shares on each anniversary of the grant date, such that the RSUs are fully vested on the fourth anniversary of the grant date, subject to the Reporting Person's continuing service with the Issuer through such dates.

Footnote F2

Represents acquisition of shares of common stock in connection with the vesting of a performance-based RSU award granted in February 2023 (the "2023 PSUs").

Footnote F3

Represents shares surrendered to the Issuer by the Reporting Person to pay required tax withholdings in connection with the vesting of the 2023 PSUs.

Footnote F4

Includes previously reported shares of common stock underlying RSUs granted to the Reporting Person, which are subject to certain vesting conditions.

Footnote F5

This stock option shall vest in equal monthly installments over a four year period, subject to the Reporting Person's continuing service to the Issuer through such dates.